Advanced Listing Rules – The FSAs Latest Update with DTRs

Course Overview:

The FSA is making wide ranging changes to the Listing Rules for Official List companies following a review of their technical content.

The changes are both to the requirements for a new listing and to the continuing obligations of listed companies. They are intended to update and clarify the rules in order to reflect changes in existing market practices over the last few years and the emergence of new ones.

The FSA is also including in the Listing Rules some of the guidance from the Technical Notes, which consolidate and update the guidance from the past publications of the UKLA’s LIST.

This course examines these changes to the Listing Rules and also the other guidance in the Technical Notes on the Listing Rules and the Disclosure and Transparency Rules.

Course Content:

Changes to the Listing Rules

• Reverse takeovers
  • Narrowing of exemption
  • Extension of scope
  • Reduction of information/eligibility requirements
  • Clarification of requirements
• Sponsors
  • Clarification of Sponsor services
  • Requirements to provide information to FSA
  • Requirement to identify conflicts
  • Cooperation of issuers
• Financial information requirements
  • Clarification of track record requirements
  • Mineral/scientific researched based companies
  • Class 1 information for unconsolidated acquisitions/disposals
  • Synergy benefit disclosure
  • Scope for reconciliation of GAAPs
  • Profit forecasts
  • Sundry changes
• Transactions
  • Clarification on break fees
  • Removal of Class 3 notification and de minimis exemption
  • Adjustments to class test criteria
  • Changes to circular rules and timing
  • Supplementary circulars
  • Risk factors
  • Relaxation of share buy-back rules
  • Sundry changes
• Externally managed companies
  • Structure of special purpose acquisition companies
  • Accountability of management
  • Standard Listing
• Premium Listing – wider issues consultation
  • Free float requirements?
  • FTSE UK Index Series free float changes
  • Further protection for minority shareholders?
  • Strengthening related party rules and disclosures?

FSA guidance on Listing Rule

• Joint ventures
• Aggregation
• Dual Listed Companies
• Scheme documents
• Hostile takeovers
• Interim management statements
• Profit forecasts and estimates
• Working capital
• Specialist issuers

FSA guidance on Disclosure and Transparency Rules

• Dealing with leaks
• Takeovers
• Disclosure of inside information
• Communication with third parties
• Selective disclosure
• Breach of confidentiality
• Market rumours
• Insider Lists
• PDMR disclosures
• Points from recent enforcement action

Delivering this course in-house for you to a number of participants could be very cost effective. Please call us on 020 7387 4484 to discuss this further.

If you have any questions about this seminar please write to us at post@redcliffetraining.co.uk.